AVC Technologies Announces Receipt of Unsolicited Non-Binding Acquisition Proposal and Exploration of Strategic Alternatives
April 07 2021 - 3:15PM
American Virtual Cloud Technologies, Inc. (NASDAQ: AVCT) (“AVC
Technologies” or the “Company”) today announced that it has
received an unsolicited non-binding proposal, subject to certain
conditions, to acquire all of the issued and outstanding shares of
common stock of the Company (on an as-converted and as-exercised
basis) for a price of approximately $9.00 per share.
As a result, the Board of Directors has determined to commence a
process to explore, review and evaluate a range of potential
strategic alternatives available to the Company, including the
unsolicited acquisition proposal, and intends to retain a financial
advisor shortly to assist in this process.
“Our Board of Directors is committed to enhancing value for all
of our stakeholders, and this review is an important and timely
next step in the growth and evolution of the Company,” said Darrell
J. Mays, Chairman of the Board of Directors. Xavier Williams, Chief
Executive Officer of the Company, added, “While we conduct this
review, we will remain focused on executing our business plan and
continuing to deliver value for our customers.”
The Company’s Board of Directors has not set a timetable for
this process nor has it made any decisions related to strategic
alternatives, including the unsolicited proposal, at this time. No
assurance can be given that the Company’s exploration of strategic
alternatives, including the unsolicited proposal, will result in
any change in strategy, any discussions regarding a transaction or
a transaction being entered into or consummated, or if a
transaction is undertaken, as to its terms, structure or timing.
The Company does not expect to make further public comment
regarding these matters unless and until the Board has approved a
specific transaction or alternative or otherwise concludes its
review of strategic alternatives.
Greenberg Traurig, LLP is acting as legal advisor to the
Company.
About American Virtual Cloud TechnologiesAVC
Technologies makes comprehensive and innovative cloud-based UCaaS,
Cybersecurity, and IT solutions simple for over 900 enterprise
customers, including 350+ managed service clients. Our mission is
to be your single destination partner for the white-glove delivery
of reliable and secure managed cloud services, hardware, and
software.
For more information, visit www.avctechnologies.com.
PRESS / ANALYST CONTACT
American Virtual Cloud Technologies,
Inc.Thomas King+1 (404)
239-2863info@avctechnologies.com
Caution Regarding Forward-Looking
Statements
This press release includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding the Company’s
future prospects and the Board’s review of potential strategic
alternatives, the timing of such review, and the possible outcomes
of such review. The Company’s actual results or outcomes and the
timing of certain events may differ significantly from those
discussed in any forward-looking statements, including as a result
of the uncertainty associated with being able to identify, evaluate
and complete any strategic transaction or alternative, the impact
of the announcement of the Board’s review of strategic
alternatives, as well as any strategic transaction or alternative
that may be pursued, on the Company’s business, including its
financial and operating results and its employees and clients.
These statements are based on various assumptions and on the
current expectations of the Company’s management and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability.
Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of the Company. These
forward-looking statements are subject to a number of risks and
uncertainties, including changes in the Company’s clients’
preferences, prospects and the competitive conditions prevailing in
the industries in which the Company operates; the Company’s
substantial indebtedness; risks associated with the potential
effects of COVID-19 on the Company’s business; risks that the
recently-acquired Kandy Communications business will not be
integrated successfully; ability to retain key personnel; the
potential impact of consummation of the Kandy Communications
acquisition on relationships with third parties, including
customers, employees and competitors; conditions in the capital
markets; and those factors discussed in the Company’s annual report
on Form 10-K filed with the SEC on March 31, 2021 under
the heading “Risk Factors,” and other documents of the Company
filed, or to be filed, with the SEC. If the risks materialize or
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that the Company presently does not know or
that the Company currently believes are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect the Company’s expectations, plans or forecasts of future
events and views as of the date of this report. The Company
anticipates that subsequent events and developments will cause its
assessments to change. However, while the Company may elect to
update these forward-looking statements at some point in the
future, the Company specifically disclaims any obligation to do so.
These forward-looking statements should not be relied upon as
representing the Company’s assessments as of any date subsequent to
the date of this document. Accordingly, undue reliance should not
be placed upon the forward-looking statements.
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